Sunstone Distribution Services, LLC
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Dealer Agreement (Revised)
Sunstone Distribution Services, LLC ("Distributor") has entered into a
Distribution Agreement with the JohnsonFamily Funds, Inc. (the "Funds") pursuant
to which it acts as distributor of shares of the Funds (the "Distribution
Agreement"). This Agreement, being made between the Distributor and the
undersigned authorized dealer (the "Dealer"), relates to the sale of shares of
the Funds, the services to be provided by the Dealer and the payments to be made
therefore.
1. Sale of Shares.
(a) Dealer will offer and sell the shares of the Funds only in
accordance with the terms and conditions set forth in the then current
Prospectus relating to the respective Fund (which term "Prospectus" used herein
shall include any related Statement of Additional Information), and in
accordance with all applicable laws, rules and regulations. Dealer will use its
best efforts in the development and promotion of sales of shares of each Fund
and agrees to be responsible for the proper instruction and training of all
sales personnel employed by or associated with Dealer, in order that such shares
will be offered in accordance with the terms and conditions of this Agreement
and all applicable laws, rules and regulations.
(b) Dealer understands that the shares of each Fund will be offered
and sold at the current offering price in effect at the time an order for such
shares is confirmed and accepted by the Fund. All purchase requests and
applications submitted by Dealer are subject to acceptance or rejection in the
Fund's sole discretion. Orders shall be placed either directly with the Funds'
Transfer Agent in accordance with such procedures as may be established by
Distributor, the Funds or the Transfer Agent, or with the Transfer Agent through
the facilities of the National Securities Clearing Corporation ("NSCC"), if
available, in accordance with the rules of the NSCC. If payment is not received
by the Fund in accordance with such procedures, the Fund reserves the right,
without notice, to cancel the sale, in which case Dealer will be responsible for
any losses, including loss of profit, suffered by Distributor and that Fund
resulting from Dealer's failure to make the aforesaid payment.
(c) Distributor's obligations to Dealer under this Agreement are
subject to all provisions of any agreement entered into between Distributor and
the Fund. Dealer understands and agrees that for all purposes of this Agreement
Dealer is acting as an independent contractor, and Distributor is in no way
responsible for the manner of Dealer's performance or for any of Dealer's acts
or omissions in connection therewith. Nothing in this Agreement shall be
construed to constitute Dealer or any of Dealer's agents, employees or
representatives as Distributor's agent, partner or employee, or the agent or
employee of any Fund.
(d) Neither the Dealer nor any of its officers, employees or agents
are authorized to make any representations concerning Distributor, the Funds or
the shares of the Funds except those contained in the Funds' then current
Prospectuses.
2. Distribution Services.
(a) To the extent that Dealer provides distribution assistance and/or
account maintenance and personal services, including furnishing services and
assistance to Dealer's customers who invest in and own shares of any such Fund,
Dealer shall be paid a fee at the annual rate of 0.25% of the average daily net
asset value of the shares of the respective Fund which are owned of record by
Dealer as nominee for its customers or which are owned by those customers of
Dealer whose records, as maintained by such Fund or its agent, designate Dealer
as the customer's dealer of record, which fee will be computed daily and payable
quarterly. For purposes of determining the fees payable under this Section 2,
the average daily net asset value of such shares will be computed in the manner
specified in the Funds' Registration Statement (as the same is in effect from
time to time) in connection with the computation of the net asset value of
shares for purposes of purchases and redemptions.
(b) Dealer understands that this Section 2 has been entered into
pursuant to the Service and Distribution Plan (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act") adopted by the
Funds, and is subject to the provisions of the Plan, said Rule, as well as any
other applicable rules or regulations promulgated by the Securities and Exchange
Commission.
3. Miscellaneous.
(a) Dealer certifies that (a) it is a member of the National
Association of Securities Dealers, Inc. ("NASD") and it agrees to maintain
membership in the NASD, or (b) it is a foreign dealer not eligible for
membership in the NASD. In either case, Dealer agrees to abide by all the rules
and regulations of the Securities and Exchange Commission and the NASD that are
binding upon underwriters and dealers in the distribution of securities of
open-end investment companies, including, without limitation, Section 2830 of
the Conduct Rules of the NASD, all of which are incorporated herein as if set
forth in full. Dealer further agrees to comply with all applicable state and
federal laws and the rules and regulations of authorized regulatory agencies.
(b) Dealer will not sell or offer for sale shares of any Fund in any
state where (i) Dealer is not qualified to act as a dealer, or (ii) the shares
are not qualified for sale under the Blue Sky laws and regulations for such
state, except for states in which they are exempt from qualification.
Distributor will inform Dealer, upon request, as to the states in which it
believes the shares of the Funds have been qualified for sale, but Distributor
shall have no obligation or responsibility to make shares of the Funds available
for sale to Dealer customer's in any jurisdiction. Dealer agrees to notify
Distributor immediately if its license or registration to act as a broker-dealer
is revoked or suspended by any Federal, self-regulatory or state agency.
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(c) Dealer agrees to and hereby does release, indemnify and hold
Distributor and each Fund harmless from and against any and all liabilities or
losses resulting from requests, directions, actions or inactions of or by Dealer
or its officers, employees or agents ("Dealer Affiliates") regarding Dealer's or
Dealer Affiliate's responsibilities hereunder, the purchase, redemption,
transfer or registration of shares of the Funds (or orders relating to the same)
by Dealer or any Dealer Affiliate or their clients, or Dealer's or any Dealer
Affiliate's violation of any law, rule or regulation, or any provision of this
Agreement. Notwithstanding anything herein to the contrary, the foregoing
indemnity and hold harmless agreement shall indefinitely survive the termination
of this Agreement. In the event that Distributor and/or any Fund determine to
refund any amount paid by any investor by reason for any such violation, Dealer
shall return to Distributor and/or that Fund any commission previously paid or
discounts allowed by Distributor with respect to the transaction for which the
refund is made. All expenses which Dealer incurs in connection with its
activities under this Agreement shall be borne by Dealer.
(d) Dealer shall furnish Distributor and the Funds with such
information as shall reasonably be requested either by the Funds or by
Distributor with respect to the services provided and the fees paid to Dealer
pursuant to this Agreement.
(e) This Agreement shall become effective upon acceptance and
execution by Distributor. Unless sooner terminated as provided herein, this
Agreement shall continue in full force and effect as long as the continuance of
the Funds' Distribution and Service Plan and this Agreement are approved at
least annually by a vote of the Fund's Directors, including a majority of the
directors of such Fund who are not interested persons of such Fund ("Independent
Directors"), cast in person at a meeting called for the purpose of voting
thereon. Distributor may enter into agreements with others relating to the sale
of shares of the Funds and the provision of distribution services.
(f) This Agreement may be terminated with respect to any Fund at any
time, without payment of any penalty, by the Distributor, the Dealer, the vote
of a majority of the Independent Directors of such Fund or by a vote of a
majority of the Fund's outstanding shares, upon notice to the other party. It
will be terminated, without notice, by any act which terminates either the
Distribution Agreement or the Funds' Service and Distribution Plan, upon
Dealer's expulsion or suspension from the NASD, and in any event, it shall
terminate automatically in the event of its assignment as that term is defined
in the 1940 Act.
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(g) Dealer acknowledges that Distributor has and reserves the right,
in its sole discretion without notice, to suspend sales of shares of any of the
Funds, or to withdraw entirely the offering of shares of any of the Funds, or,
in its sole discretion, to modify, amend or cancel this Agreement upon written
notice to Dealer of such modification, amendment or cancellation, which shall be
effective on the date stated in such notice.
(h) This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin. All notices hereunder shall be to the
respective parties at the address or numbers listed below, unless changed by
written notice given in accordance with this Agreement. All communications shall
be hereby given if mailed or sent by facsimile (with confirming copy by mail) to
the address or number specified below.
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Name of Dealer (Please Print or Type)
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Address of Dealer
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By:----------------------------------------
Authorized Officer
Date: -------------------------------------
Phone and Fax: ----------------------------
NOTE: Please sign and return both copies of this Agreement to Sunstone
Distribution Services, LLC. Upon acceptance, one countersigned copy will be
returned to you for your files.
ACCEPTED:
SUNSTONE DISTRIBUTION SERVICES, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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By: ---------------------------------------
Authorized Officer
Date: -------------------------------------
Phone and Fax:-----------------------------
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